EXHIBIT 10.36
                        MODIFICATION AGREEMENT
  
  
  1.   EFFECTIVE DATE: December 23, 1998
  
  2.   PARTIES:
  
       2.1.  GIANT INDUSTRIES, INC., an Delaware corporation
  ("Giant"); and
  
      2.2.  JAMES E. ACRIDGE ("Borrower").
  
  3.   RECITALS:
  
      3.1.  Borrower and Giant entered into an Agreement dated
  September 17, 1998, providing for the loan by Giant to Borrower
  of Four Million Dollars ($4,000,000.00) upon the terms set
  forth therein (the "Loan Agreement").  Pursuant to the Loan
  Agreement, Borrower executed his Promissory Note of the same
  date in favor of Giant calling for the repayment of such sum
  (the "Original Note").
  
     3.2.  Borrower has requested that Giant advance additional
  funds pursuant to the terms set forth herein.
  
     3.3.  Giant is willing to advance the additional funds
  described herein, and in accordance with the terms hereof.  
  
     NOW, THEREFORE, in consideration of the foregoing and other
  good and valuable consideration, the receipt and sufficiency of
  which are hereby acknowledged, the parties do hereby agree as
  follows:
  
  4.   AGREEMENTS:
  
       4.1.  Giant hereby agrees to advance to Borrower an
  additional sum of One Million Dollars ($1,000,000.00), to be
  repaid by Borrower in accordance with the terms of the Amended
  and Restated Promissory Note, in the form attached hereto as
  Exhibit "A" and incorporated herein by this reference.
  
       4.2. Borrower agrees to make an early interest payment on
  the principal balance outstanding on December 31, 1998 under
  the Amended and Restated Promissory Note at the Prime rate
  published in the Western Edition of the Wall Street Journal on
  September 17, 1998, plus two percent (2.0%) from September 17,
  1998, through December 22, 1998, and at the Prime rate
  published in the Western Edition of the Wall Street Journal on
  September 17, 1998, plus three percent (3%) from December 23,
  1998, through December 31, 1998.  Thereafter, interest shall be
  payable in accordance with the terms of the Amended and
  Restated Note.
  
       4.3. Borrower agrees to present to Giant, on or before
  March 31, 1999, a plan of repayment for the Amended and
  Restated Note in reasonable detail for the information of
  Giant's Board of Directors.
  
       4.4. The provisions of the Loan Agreement shall continue
  in full force and effect in every respect, except that the
  Amended and Restated Note shall govern the repayment of the
  Loan as increased and extended by this Modification Agreement
  and the Amended and Restated Promissory Note.
  
       4.5. Giant and Borrower acknowledge and agree that (a) the
  unpaid principal balance of the Loan as of the effective date
  hereof is as set forth in the Amended and Restated Promissory
  Note; (b) the Loan Agreement is a valid, binding agreement
  enforceable in accordance with its terms as amended hereby; (c)
  except as expressly provided herein, this Agreement shall not
  modify the Loan Agreement; (d) nothing herein contained, and
  nothing done pursuant hereto (i) is intended to affect, shall
  affect, or shall be construed as affecting, the obligations set
  forth in the Loan Agreement, or (ii) is intended to release or
  affect, shall release or affect, or shall be construed as
  releasing or affecting, the liability of any party or parties
  who may now or hereafter be liable under or on account of the
  Loan Agreement; and (e) the restrictions and terms of the Loan
  Agreement continue in full force and effect except as expressly
  modified hereby.
  
       4.6. Borrower acknowledges that he has thoroughly read and
  reviewed the terms and provisions of this Agreement and is
  familiar with the same, that the terms and provisions contained
  herein are clearly understood by him and have been fully and
  unconditionally consented to by him, and that Borrower's
  execution of this Agreement is done freely, voluntarily, with
  full knowledge and without duress, and that in executing this
  Agreement, Borrower is relying on no other representations
  either written or oral, express or implied, made to Borrower by
  any other party hereto, and that the consideration received by
  Borrower hereunder has been actual and adequate. 
  
       4.7. Except as herein provided, all of the terms and
  conditions of the Loan Agreement shall remain in full force and
  effect, and the parties hereby ratify and confirm the security
  and enforceability of the Loan Agreement, as expressly modified
  by this Modification Agreement.
  
       4.8. This Modification Agreement shall bind and inure to
  the benefit of the parties hereto and their respective
  successors and assigns and the subsequent holders or owners of
  the Loan Agreement.  This Agreement shall be governed by and
  construed in accordance with the laws of the State of Arizona.
  
       4.9. This Agreement may be executed by the signing in
  counterparts of this instrument.  The execution of this
  instrument by each of the parties signing a counterpart hereof
  shall constitute a valid execution, and this instrument and all
  of its counterparts so executed shall be deemed for all
  purposes to be a single instrument.  The signature of a
  counterpart with the delivery thereof by facsimile
  transmission, with the original to be placed in the U.S. Postal
  Service, given to a recognized express delivery service or hand
  delivered is acceptable for establishing the execution and
  effectiveness hereof, and the parties are authorized to proceed
  upon receipt of such signed counterparts by facsimile or
  delivery, even though the originals may not arrive until later.
  
       IN WITNESS WHEREOF, this Modification Agreement has been
  executed to be effective (though not necessarily executed)
  as of the date first above written.
  
                 GIANT:
                 GIANT INDUSTRIES, INC., a Delaware corporation 
  
                 By:    /s/ Mark B. Cox
                    ----------------------------
                 Name:  Mark B. Cox
                 Title: Treasurer
  
  
                 BORROWER:
  
                 /s/ James E. Acridge
                 -------------------------------
                 James E. Acridge